Directors Report of Airan Ltd.

Mar 31, 2025

The Directors present this Integrated Annual Report of Airan Limited ("the Company" or "AIRAN") along with the audited
financial statements for the financial year ("FY") ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL YEAR 2024-25 AT GLANCE:

Financial Highlights:

The Company''s financial performance (standalone and consolidated) for the year ended on March 31, 2025 is summarized
below:

(? in lakhs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	9407.52	9227.89	10649.84	10549.66
Other Income	1029.51	231.60	1113.21	305.22
Total Income	10437.03	9459.49	11763.05	10854.88
Operating expenditure before Finance cost, depreciation and amortization	7856.99	7590.57	8840.21	8591.28
Earnings before Finance cost, depreciation and amortization (EBITDA)	2580.04	1868.92	2922.84	2263.30
Less: Finance costs	2.23	20.58	8.44	30.70
Depreciation and amortization expense	429.06	376.41	542.87	545.77
Profit before tax	2148.75	1471.93	2371.53	1687.13
Less: Tax expense	468.14	338.36	494.97	398.17
Add:Total Other Comprehensive income	(7.94)	(25.08)	(19.54)	(25.56)
Profit for the year (PAT)	1672.67	1108.49	1857.02	1263.40

Year at a Glance

Financial Performance - Standalone Basis

During the year under review, the total income of the Company for the year ended March 31, 2025 was Rs. 10437.03 Lakh as
against the total income of Rs. 9459.49 Lakh for the previous year ended March 31, 2024. The Total Income of the company was
increased by 10.33% over previous year.

The Company has earned a Net Profit after Tax of Rs.1672.67 Lakh for the year under review as compared to Net Profit of Rs.
1108.49 Lakh in the previous year. The profit of the Company increased about 50.90% as compared to previous financial year.

Financial Performance - Consolidate Basis

The total income of the Company for the year ended March 31, 2025 was Rs. 11763.05 Lakh as against the total income of Rs.
10854.88 Lakh for the previous year ended March 31, 2024. The Total Income of the company was increased by 8.37 % over
previous year.

The Company has earned a Net Profit after Tax of Rs. 1857.02 Lakh for the year under review as compared to Net Profit of Rs.
1263.40 Lakh in the previous year. The profit of the Company increased about 46.98 % as compared to previous financial year.

Consolidated Financial Statements

The Consolidated financial statements of the Company for the financial year 2024-25 are prepared in compliance with
applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual
Report

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend
for the Financial Year 2024-25 (Previous Year Nil).

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid
for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education
and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been
carried to the balance sheet of the Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per
main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change of registered office of the Company. The Registered Office of the Company is
situated at 408, Kirtiman Complex, B/h. Rembrandt, C. G. Road, Ahmedabad-380 006.

SHARE CAPITAL:

Authorized Capital

The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty-Six Crores Only) divided into
13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000 (Rupees Twenty Five Crore Forty
Thousand Only) divided into 12,50,20,000 (Twelve Crore Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each.

The entire Paid-up Equity shares of the Company are listed at BSE Limited & National Stock Exchange of India Limited.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

As on March 31,2025, the Board of Directors of the Company comprised the following members:

Name of Director	Designation
Mr. Sandeepkumar Vishwanath Agrawal	Chairman & Managing Director
Mrs. Poonam Sandeepkumar Agrawal	Executive Director
Mr. Abhishek Sandeepkumar Agrawal	Non-Executive Director
Mr. Manish Chidambaram Iyer	Independent Director
Ms. Bhoomika Aditya Gupta	Independent Director
Mr. Siddharth Sampatji Dugar	Independent Director
Mr. Ajit Gyanchand Jain	Independent Director

The Board comprises a balanced mix of two Executive Directors, one Non-Executive Non-Independent Director, and four
Independent Directors, bringing diversity in experience and expertise.

In the opinion of the Board, all Independent Directors meet the criteria of independence as specified under the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015. They possess the requisite qualifications, expertise, and integrity, in
accordance with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

A detailed matrix of key skills, expertise, and core competencies of the Board, including that of the Independent Directors, is
provided on page no. 33 of this Annual Report.

Further disclosures regarding Board composition and related matters are provided in the Corporate Governance Report
forming part of this Annual Report.

Appointment/Re-appointment:

The Board of Directors, at its meeting held on August 31, 2024, based on the recommendation of the Nomination and
Remuneration Committee and pursuant to a request from Mr. Ajit Gyanchand Jain (DIN: 07827804), approved his re¬
appointment as an Independent Director for a second term of five (5) years. The said re-appointment was duly approved by
the Members at the 29th Annual General Meeting held on September 28, 2024, conducted through Video Conferencing
(VC) / Other Audio-Visual Means (OAVM).

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943), Director, retired by rotation at the 29th Annual
General Meeting and, being eligible, offered himself for re-appointment. Based on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors recommended his re-appointment, which was
approved by the Members.

Cessation

There was no cessation of directorship during the financial year under review. No director resigned from the Board
during FY 2024-25.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section
164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the
Companies Act, 2013.

Board Meeting

The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As per
statutory requirements, Board meetings are held at least once every quarter to review the financial and operational
performance of the Company. Additional meetings are convened as and when necessary. The meetings are held either at the
registered office of the Company or through audio-visual means in compliance with applicable laws.

During the year under review, Board of Directors of the met 5 (Five) times, viz 28* May, 2024, 14* August, 2024, 31" August,
2024, 14* November, 2024 and 14* February, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on
Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has
four Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent
Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there
under and Listing Regulations and they are Independent of Management. A separate meeting of Independent Directors was
held on 31" March, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of
Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between
Company management and Board that is necessary for the board of directors to effectively and reasonably perform their
duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on
the website of the Company at https://airanlimited.com/docs/Terms%20and%20Conditions%20of%20ID.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies
Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of
Companies Act, 2013 for financial year 2024-2025. The Board of Directors of the Company has taken on record the said
declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of
the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the
Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

Familiarization Program for Independent Directors:

The Company conducts a structured Familiarization Programme to equip Independent Directors with the knowledge of their
roles, responsibilities, and rights. The programme also includes an overview of the Company''s operations, business model,
industry landscape, and key policies.

Independent Directors are regularly updated through presentations and discussions at Board meetings covering strategy,
operations, finance, regulatory updates, and industry developments, particularly relevant to the agricultural and technology
sectors.

Details of the familiarization programmes imparted to Independent Directors are available on the Company''s website at:

https://airanlimited.com/docs2023/Familiarization%20Programmes%20of%20ID%20(2).pdf

Information on Directorate

During the year under review, there were following changes in the Directorship of the Company.

i. Change in Designation of Director

The Board of Directors of the Company has, in their Board Meeting held on August 31, 2024, On Recommendation of
Nomination and Remuneration Committee and on Request of Mr. Ajit Gyanchand Jain, approved reappointment of Mr.
Ajit Gyanchand Jain (DIN:- 07827804) as an Independent Director for a second term of 5 years and the same has also
been approved by the Members of the Company at their Annual General Meeting held on September 28, 2024, through
Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM")

ii. Resignation of Independent Director

There was no resignation of any Independent Director during the financial year under review.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Abhishek
Sandeepkumar Agrawal (DIN: 07613943), Non Executive Director of the Company retires by rotation at the ensuing annual
general meeting. he, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of
Directors recommends his re-appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re¬
appointment as Director is annexed to the Notice convening the 30th annual general meeting.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons were designated as Key
Managerial Personnel of the Company during the year under review:

• Mr. Sandeepkumar Vishwanath Agrawal - Chairman & Managing Director

• Mr. Krunal Ashokkumar Jethva - Chief Financial Officer

• Mrs. Stuti Kinariwala - Company Secretary and Compliance Officer

As on the date of this report, there has been no change in the Key Managerial Personnel of the Company.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria
such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the
basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the
individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the
Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was
done by the entire Board.

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,
confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been
followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given
hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on
Corporate Governance annexed to this Report.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance
Report, which is a part of this report.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of the Company''s Code of Conduct or ethic policy. The said mechanism also provides
for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism
has been disclosed in the Board''s Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at
https://airanlimited.com/docs/whistle-blower-policy%20(1).pdf

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the
Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human
resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee
within the salary scale approved by the members and are effective from April 1, of each year.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial
statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure - B.

The statement also provides details of performance and financial position of each of the subsidiaries. Audited financial
statements together with related information and other reports of each of the subsidiary companies have also been placed on
the website of the Company at https://airanlimited.com/

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of
Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the
relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the
Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the
Company as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement for the year ended on March 31, 2025.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the
Company''s website at https://airanlimited.com/docs2023/MGT-7%20Airan%2031032025.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for
FY 2025 and hence, does not form part of this report.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy
on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the
Board is uploaded on the Company''s website and can be accessed at the Web-link
https://airanlimited.com/docs/Policy%20on%20Related%20Party%20Transactions.pdf Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related
Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the
impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the
Company on various activities across the board to ensure that business operations are directed towards attaining the stated
organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-
defined and established system of internal audit is in operation to independently review and strengthen these control
measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan,
which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct
of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W), the statutory auditors of the
Company have audited the financial statements included in this annual report and has issued an report annexed as an
Annexure C to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of
Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and
statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The
audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of
internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its
evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31^st March, 2025,
our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitment have occurred that would affect financial position of the company from end of the
financial year of the company to which financial statements relate and the date of the director''s report.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the
ends of financial year of the Company i.e. 31^s* March, 2025 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Report as Annexure - D.

In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of
the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual
Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces
of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral
approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The
Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-2025, the Company has received Nil complaints on sexual harassment, out of which Nil
complaints have been disposed off and Nil complaints remained pending as of March 31, 2025.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact
and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A
detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the

manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in reduction in

energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: 97.89 lacs

ii. ) Details of Foreign Exchange Expenditure: 1.98 lacs
Corporate Social Responsibility

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee
("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be
spent towards Corporate Social Responsibility. As at March 31, 2025, the CSR Committee comprised Mrs. Poonam Agrawal
(Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive Independent Director) and Mr. Siddharth
Sampatji Dugar (Non-Executive Independent Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, CSR Committee met 2 (Two) times on 28* May, 2024 and 1^st March, 2025. The meetings were held
to review and approve the expenditure incurred by the Company towards CSR activities and annual report on CSR activities.

The CSR Policy may be accessed at the web link https://airanlimited.com/docs/CSR_FINAL.pdf Annual Report on CSR
activities in prescribed format is annexed as an Annexure - E.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate
of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to
the Board''s Report as Annexure - F.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual
Report as Annexure G.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants, Surat (FRN: 123009W) were appointed as Statutory Auditors of your
Company at the 27th Annual General Meeting held on September 24, 2022, for a term of Four consecutive years.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S SMJ & Associates(FRN: 137347W). as an
Internal Auditor of the Company for the FY 2024-25.

DISCLOSURE OF TOTAL FEES PAID TO STATUTORY AUDITOR, ON A CONSOLIDATED BASIS

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the
Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31,
2025, is Rs.4,94,000/-plus GST.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.
APPOINTMENT OF SECRETARIAL AUDITORS

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
proposes to appoint M/s. SCS and CO. LLP, a peer reviewed firm (Firm Registration Number L2020GJ008700)., Company
Secretaries a firm of Company Secretaries in Practice, Peer review No. 5333/2023) as the Secretarial Auditors of the Company
to hold office for a period of 5 (Five) consecutive years to hold office from Financial Year 2025-26 upto Financial Year 2029-30,
on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of
Directors of the Company and the Secretarial Auditors from time to time.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed M/s. SCS & Co. LLP, Practicing Company Secretary, to conduct the secretarial audit of the
Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. SCS & Co. LLP, in
relation to compliance of all applicable SEBI Regulations / Circulars/Guidelines issued thereunder, pursuant to requirement
of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an
Annexure - H.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General
Meetings'', respectively, have been duly complied by your Company.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which
materially impact the business of the Company.

COMPLAINCE STATUS UNDER MATERNITY BENEFIT ACT, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such incidence took place during the year.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and
procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the
larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees''
grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and
personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
https://airanlimited.com containing basic information about the Company. The website of the Company is also containing
information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company
who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act
and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the
extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items during the year under review or they
are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees under any scheme including Employee Stock Option
Scheme (ESOS).

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all
levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its
suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks
upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour
to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory
Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors

408, Kirtiman Complex, B/h. Rembrandt Building, Airan Limited

C. G. Road, Ahmedabad, Gujarat-380006. CIN: L74140GJ1995PLC025519

Date : August 30, 2025 Poonam Sandeepkumar Agrawal Sandeepkumar Vishwanath Agrawal

Place : Ahmedabad Executive Director Chairman and Managing Director

DIN 01712128 DIN 02566480

---

Mar 31, 2024

The Board of Directors hereby presents the Company''s 29* Annual Report of the business and operations of Airan Limited ("the Company"), along with the Consolidated and Standalone Audited Financial Statements, for the financial year ended on March 31, 2024.

FINANCIAL YEAR 2023-24 AT GLANCE :

Financial Highlights:

The Company''s financial performance (standalone and consolidated) for the year ended on March 31, 2024 is summarized below:

(? in lacs) Particulars Standalone Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations	9227.89	8623.61	10549.66	9738.53
Other Income	231.60	176.85	305.22	296.49
Total Income	9459.49	8800.46	10854.88	10035.02
Operating expenditure before Finance cost, depreciation and amortization	7590.57	7172.77	8591.28	7987.40
Earnings before Finance cost, depreciation and amortization (EBITDA)	1868.92	1627.69	2263.30	1957.62
Less: Finance costs Depreciation and amortization expense	20.58 376.41	33.30 396.91	30.70 545.77	61.34 514.26
Profit before tax	1471.93	1197.48	1687.13	1382.02
Less: Tax expense	338.36	270.58	398.17	309.35
Profit for the year (PAT)	1133.57	926.90	1263.40	1055.46

YEAR AT A GLANCE

Financial Performance on Standalone Basis:

During the year under review. The total income of the Company for the year ended March 31, 2024 was Rs. 9459.49 Lakh as against the total income of Rs. 8800.46 Lakh for the previous year ended March 31, 2023. The Total Income of the company was increased by 7.49% over previous year.

The Company has earned a Net Profit after Tax of Rs. 1133.57 Lakh for the year under review as compared to Net Profit of Rs. 926.90 Lakh in the previous year. The profit of the Company increased about 22.30% as compared to previous financial year.

Financial Performance on Consolidate Basis:

The total income of the Company for the year ended March 31, 2024 was Rs. 10854.88 Lakh as against the total income of Rs. 10035.02 Lakh for the previous year ended March 31, 2023. The Total Income of the company was increased by 8.17% over previous year.

The Company has earned a Net Profit after Tax of Rs. 1263.40 Lakh for the year under review as compared to Net Profit of Rs. 1055.46 Lakh in the previous year. The profit of the Company increased about 19.70 % as compared to previous financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2023-24 (Previous Year Nil).

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL:

Authorized Capital

The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty-Six Crores Only)divided into 13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000 (Rupees Twenty Five Crore Forty Thousand Only) divided into 12,50,20,000 (Twelve Crore Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each.

The entire Paid-up Equity shares of the Company are listed at BSE Limited& National Stock Exchange of India Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

The Board of Directors of the Company is led by the Two Executive Director which comprises of One Managing Director and other Executive Director, Four Independent Directors and one Non-Executive Director (other than Independent Director). As on March 31, 2024, the Board was constituted with Mr. Sandeepkumar Vishwanath Agrawal, Chairman& Managing Director, Mrs. Poonam Sandeepkumar Agrawal, Executive Director, Mr. Abhishek Sandeepkumar Agrawal, Non- Executive Director, Mr. Manish Chidambaram Iyer, Ms. Bhoomika Aditya Gupta, Mr. Siddharth Sampatji Dugar and Mr. Ajit Gyanchand Jain Independent Directors .

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided at page no. 34 of this Annual Report.

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Appointment/Re-appointment:

The Board of Directors of the Company has, in their Board Meeting held on May 11, 2023, On Recommendation of Nomination and Remuneration Committee and on Request of Mr. Abhishek Sandeepkumar Agrawal, approved Change in Designation of Mr. Abhishek Sandeepkumar Agrawal (DIN:- 07613943) from Executive Director to Non-Executive Director of the Company liable to retire by rotation and the same has also been approved by the Members of the Company at their Annual General Meeting held on September 27, 2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM")

Retirement by rotation and subsequent re-appointment

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mrs. Poonam Sandeepkumar Agrawal (DIN: 01712128) Director of the Company retires by rotation at the 28th Annual General Meeting and being eligible, offer herself for re-appointment. The Nomination and Remuneration Committee and Board of Directors recommended her re-appointment on the Board.

Cessation

During the year Mrs. Sarita Neeraj Aggarwal, Non- Executive Non-Independent Director of the company has resigned from her post as on 26* February, 2024.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company or through audio visual means.

During the year under review, Board of Directors of the met 7 (Seven) times, viz 11* May, 2023, 28* May, 2023, 12* August, 2023, 25* August, 2023,11* November, 2023, 13* February, 2024 and 1^st March, 2024.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has four Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management. A separate meeting of Independent Directors was held on 9^st March, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://airanlimited.com/docs/Terms%20and%20Conditions%20of%20ID.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-2024. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year Except Mrs. Sarita Neeraj Aggarwal.

Familiarization Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them intheir appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with theCompany''s Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated theIndependent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole andbusiness model. The details of such familiarization programmes imparted to Independent Directors can be accessed on thewebsiteoftheCompanyathttps://airanlimited.com/docs/Familiarisation%20of%20IDS.pdf

Information on Directorate

During the year under review, there were following changes in the Directorship of the Company.

i. Change in Designation of Director

The Board of Directors of the Company has, in their Board Meeting held on May 11, 2023, On Recommendation of Nomination and Remuneration Committee and on Request of Mr. Abhishek Sandeepkumar Agrawal, approved Change in Designation of Mr. Abhishek Sandeepkumar Agrawal (DIN:- 07613943) from Executive Director to NonExecutive Director of the Company liable to retire by rotation and the same has also been approved by the Members of the Company at their Annual General Meeting held on September 27, 2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM").

ii. Resignation of Independent Director

During the year Mrs. Sarita Neeraj Aggarwal, Non- Executive Non-Independent Director of the company has resigned from her post as on 26* February, 2024.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.Abhishek Sandeepkumar Agrawal (DIN: 07613943),Non- Executive Director of the Company retires by rotation at the ensuing annual general meeting. he, being eligible, has offered himself for re-appointment as such and seeks reappointment. The Board of Directors recommends his re-appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Director is annexed to the Noticeconvening the 29th annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sandeepkumar Vishwanath Agrawal who is acting as Chairman and Managing Director of the Company and Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the Company and Mrs. Stuti Kinariwala who is acting as a Company Secretary.

As on the date of this report, the Company has Mr. Sandeepkumar Vishwanath Agrawal who is acting as Chairman and Managing Director of the Company, Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the Company and Ms. Stuti Kinariwala as Company Secretary and Compliance officer of the Company.

Performance Evaluation

In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees. The exercise was led by the Chairman of the NRC along with the Chairman of Board. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board, Individual Directors and Committees include, inter alia, the following:

Board Evaluation	Evaluation of Individual Directors	Committee Evaluation
• Board Structure - qualifications,	• Professional qualifications and	• Mandate and composition
experience and competencies	experience	• Effectiveness of the Committee
• Board Diversity	• Knowledge, skills and competencies	• Structure of the Committee
• Meetings - regularity, frequency, agenda, discussion and recording of minutes	• Fulfillment of functions, ability to function as a team	• Meetings - regularity, frequency, agenda, discussion and dissent,
	• Attendance	recording of minutes
• Functions - strategy, governance, compliances, evaluation of risks, stakeholder value and responsibility, conflict of interest	• Commitment, contribution, integrity and independence • In addition to the above, the Chairman	• Independence of the Committee from the Board and contribution to decisions of the Board
• Independence of management from the Board, access of Board and management to each other	of the Board Meetings is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer Meetings, impartiality and ability to keep shareholders’ interests in mind

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2024, the Audit Committee comprised Mr. Manish Chidambaram Iyer (Non-Executive Independent), as Chairman, Mr. Siddharth Sampatji Dugar (Non-Executive Independent) as Member Mr. Abhishek Sandeepkumar Agrawal (Non-Executive Director) and Mrs. Bhoomika Gupta (Non-Executive Independent), as Members.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the Board''s Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://airanlimited.com/docs/whistle-blower-policy%20(1).pdf

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure - B.

The statement also provides details of performance and financial position of each of the subsidiaries. Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.airanlimited.com

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2024.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2024.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at https://airanlimited.com/docs2023/Airan%20MGT-7202324.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arm''s length basis. Further, there were no related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Members may refer to the notes to the accounts for details of related party transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI LODR Regulations.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at the Web-link https://airanlimited.com/docs/Policy%20on%20Related%20Party%20Transactions.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure C to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31^s* March, 2024, our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitment have occurred that would affect financial position of the company from end of the financial year of the company to which financial statements relate and the date of the director''s report.

DETAILS OFMATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31^s* March, 2024 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - D.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-2024, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2024.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the

manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in reduction in

energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil Corporate Social Responsibility

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. As at March 31, 2024, the CSR Committee comprised Mrs. Poonam Agrawal (Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive Independent Director) and Siddharth Sampatji Dugar (Non-Executive Independent Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, CSR Committee met 2 (Two) times on 11* May, 2023 and 1^st March, 2024. . The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities and annual report on CSR activities.

The CSR Policy may be accessed at the web link https://airanlimited.com/docs/CSR_FINAL.pdf Annual Report on CSR activities in prescribed format is annexed as an Annexure - E.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as Annexure - F.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure G.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants, Ahmedabad (FRN: 123009W) were appointed as Statutory Auditors of your Company at the 27thAnnual General Meeting held on September 24, 2022, for a term of Four consecutive years.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. SMJ and Associated (FRN : 137347W) as an Internal Auditor of the Company for the FY 2023-24.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March31, 2024, is Rs.4,40,000/-plus GST.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record. SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed M/s. SCS & Co.LLP, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2024 issued by M/s. SCS & Co.LLP, in relation to compliance of all applicable SEBI Regulations / Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure - H - 2.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees'' grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.airanlimited.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors

408, Kirtiman Complex, B/h. Rembrandt Building, Airan Limited

C. G. Road, Ahmedabad, Gujarat-380006. CIN: L74140GJ1995PLC025519

Date : August 31, 2024 Poonam Sandeepkumar Agrawal Sandeepkumar Vishwanath Agrawal

Place : Ahmedabad Executive Director Chairman and Managing Director

DIN 01712128 DIN 02566480

---

Mar 31, 2023

The Board of Directors hereby presents the Company''s 28 th Annual Report of the business and operations of Airan Limited ("the Company"), along with the Consolidated and Standalone Audited Financial Statements, for the financial year ended on March 31, 2023.

Financial Highlights:

The Company''s financial performance (standalone and consolidated) for the year ended on March 31, 2023 is summarized below:

(Rs. in Lacs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from operations	8623.61	7673.63	9738.53	8729.66
Other Income	176.85	488.11	296.50	591.14
Total Income	8800.46	8161.74	10035.03	9320.05
Operating expenditure before Finance cost, depreciation and amortization	7172.77	6693.69	8077.44	7546.60
Earnings before Finance cost, depreciation and amortization (EBITDA)	1627.69	1468.5	1957.59	1173.45
Less: Finance costs	33.30	18.90	61.34	48.92
Depreciation and amortization expense	396.91	435.61	514.26	510.28
Profit before tax	1197.48	1013.54	1381.99	1214.25
Less: Tax expense	270.58	168.79	309.32	212.58
Profit for the year (PAT)	926.90	844.76	1055.46	998.60

YEAR AT A GLANCE

Financial Performance on Standalone Basis:

The total income of the Company for the year ended March 31, 2023 was Rs. 8800.46 Lakh as against the total income of Rs. 8161.74 Lakh for the previous year ended March 31, 2022. The Total Income of the company was increased by 7.26% over previous year.

The Company has earned a Net Profit after Tax of Rs. 926.90 Lakh for the year under review as compared to Net Profit of Rs. 844.76Lakh in the previous year. The profit of the Company increased about 9.72% as compared to previous financial year.

Financial Performance on Consolidate Basis:

The total income of the Company for the year ended March 31, 2023 was Rs. 10035.03 Lakh as against the total income of Rs. 9320.05 Lakh for the previous year ended March 31, 2022. The Total Income of the company was increased by 7.67% over previous year.

The Company has earned a Net Profit after Tax of Rs. 1055.46 Lakh for the year under review as compared to Net Profit of Rs. 998.60 Lakh in the previous year. The profit of the Company increased about 5.69% as compared to previous financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2022-23 (Previous Year Nil).

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL:Authorized Capital

The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty Six Crores Only)divided into 13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000 (Rupees Twenty Five Crore Forty Thousand Only)Lakh divided into 12,50,20,000 (Twelve Crore Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELConstitution of Board

The Board of Directors of the Company is led by the Three Executive Director which comprises of One Managing Director and other Executive Director, Four Independent Directors and one Non-Executive Director (other than Independent Director). As on March 31, 2023, the Board was constituted with Mr. Sandeepkumar Vishwanath Agrawal, Chairman& Managing Director, Mrs. Poonam Sandeepkumar Agrawal, Executive Director, Mr. Abhishek Sandeepkumar Agrawal, Executive Director, Ms. Sarita Neeraj Aggarwal, Non- Executive Director, Mr. Manish Chidambaram Iyer, Ms. Bhoomika Aditya Gupta, Siddharth Sampatji Dugar and Mr. Ajit Gyanchand Jain Independent Directors .

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided at page no. 26 of this Annual Report.

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Appointment/Re-appointment:

During the Year, Mr. Manish Chidambaram Iyer (DIN: 00631972), Independent director of the company was reappointed for 5 (five) years in the 27* Annual General Meeting (AGM) of the Company held on September 24, 2023 for the second term of 5 years on the board of the company which will commence from 28* August, 2023.

Retirement by rotation and subsequent re-appointment

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mrs. Sarita Neeraj Aggrawal (DIN: 07694108) Director of the Company retires by rotation at the 27th Annual General Meeting and being eligible, offer herself for re-appointment. The Nomination and Remuneration Committee and Board of Directors recommended her re-appointment on the Board.

Cessation

During the year Mr. Jayesh Jain, Independent Director of the company has resigned form his post as on 13* February, 2023. Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company or through audio visual means.

During the year under review, Board of Directors of the Company met 7 (Seven) times, viz 21^s* May, 2022, 10* August, 2022, 27** August, 2022, 11^th October, 2022, 14^th November, 2022, 11^th February, 2023 and 31^st March, 2023.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has four Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management. A separate meeting of Independent Directors was held on 31^st March, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://airanlimited.com/docs/TAndCOfID%20(1).pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2022-2023. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and are independent of the Management.

Information on Directorate

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Poonam Sandeepkumar Agrawal (DIN: 02566480), Executive Director of the Company retires by rotation at the ensuing annual general meeting. She, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her re-appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Director and revision in Remuneration is annexed to the Notice convening the twenty fifth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sandeepkumar Agrawal who is acting as Chairman and Managing Director of the Company and Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the Company and Mrs. Stuti Kinariwala who is acting as a Company Secretary.

As on the date of this report, the Company has Mr. Sandeepkumar Agrawal who is acting as Chairman and Managing Director of the Company, Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the Company and Ms. Stuti Kinariwala as Company Secretary and Compliance officer of the Company.

Performance Evaluation

In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees. The exercise was led by the Chairman of the NRC along with the Chairman of Board.The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board, Individual Directors and Committees include, inter alia, the following:

Board Evaluation	Evaluation of Individual Directors	Committee Evaluation
• Board Structure - qualifications,	• Professional qualifications and	• Mandate and composition
experience and competencies	experience	• Effectiveness of the Committee
• Board Diversity	• Knowledge, skills and competencies	• Structure ofthe Committee
• Meetings - regularity, frequency, agenda, discussion and recording of minutes	• Fulfillment of functions, ability to function as a team	• Meetings - regularity, frequency, agenda, discussion and dissent,
	• Attendance	recording of minutes
• Functions - strategy, governance, compliances, evaluation of risks, stakeholder value and responsibility, conflict of interest	• Commitment, contribution, integrity and independence • In addition to the above, the Chairman	• Independence of the Committee from the Board and contribution to decisions of the Board
• Independence of management from the Board, access of Board and management to each other	of the Board Meetings is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer Meetings, impartiality and ability to keep shareholders’ interests in mind

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,

confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2022 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given

hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2023, the Audit Committee comprised Mr. Manish Iyer (Non-Executive Independent), as Chairman, Mr. Siddharth Dugar (Non-Executive Independent) as Member Mr. Abhishek Sandeepkumar Agrawal (Executive Director) and Mrs. Bhoomika Gupta (Non-Executive Independent), as Members

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the Board''s Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://airanlimited.com/docs/whistle-blower-policy%20(1).pdf

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure - A.

The statement also provides details of performance and financial position of each of the subsidiaries. Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.airanlimited.com

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2023.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2023.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://airanlimited.com/docs2023/MGT-7_AIRAN.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arm''s length basis. Further, there were no related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Members may refer to the notes to the accounts for details of related party transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI LODR Regulations.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at the Web-link https://airanlimited.com/docs/RPT%20POLICY_09052023.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31^st March, 2023, our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitment have occurred that would affect financial position of the company from end of the financial year of the company to which financial statements relate and the date of the directors report.

DETAILS OFMATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31^s* March, 2023. to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-2023, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2023.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the

manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in reduction in

energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: 2569.56 lakhs

ii. ) Details of Foreign Exchange Expenditure: Nil Corporate Social Responsibility

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. As at March 31, 2022, the CSR Committee comprised Mrs. Poonam Agrawal (Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive Independent Director) and Sarita Aggarwal (Non-Executive Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, CSR Committee met 2 (Two) times on 21^s* May, 2022 and 11* February, 2023.. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities and annual report on CSR activities.

During the Financial Year 2022-23, Main Focus of the company with respect to CSR was to contribute maximum amount to build up the pilgrimage of India Shree Ram Janambhoomi at Ayodhya.

The CSR Policy may be accessed at the web link https://airanlimited.com/docs/CSR_FINAL.pdf The Annual Report on CSR activities in prescribed format is annexed as an Annexure - C.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as Annexure - D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure E.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W) were appointed as Statutory Auditors of your Company at the twenty Second Annual General Meeting for a term of five consecutive years, subject to ratification of appointment at every subsequent annual general meeting to be held after twenty Second Annual General Meeting.

M/s. Deora Maheshwari & Co., Chartered Accountant, (FRN: 123009W) is proposed to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the second term of four consecutive years for a term till the conclusion of 32nd Annual General Meeting to be held in the calendar year 2027. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March31, 2023, is Rs.4,17,745/-plus GST.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record. SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed SCS & Co.LLP, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. conservation

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except.

Sr. No.	Observations	Management Reply
1	Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database)	Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons for any specific compliance Purpose.
		Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

---

Mar 31, 2018

To,

The members of Airan Limited

The Directors delightfully present the 23^rd Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended March 31,2018.

1. Financial Highlights

Financial results of your Company for the year ended March 31,2018 are summarized below.

(Rs. in lacs)

Particulars	Standalone
	2017-18	2016-17
Turnover	3,591.92	3,082.23
Profit/(Loss) before taxation	629.37	311.12
Less: Tax Expense	166	81.17
Profit/(Loss) after tax	463.37	229.94

2. State of Company’s Financial Affair

The total income of the Company for the year ended 31st March 2018 was Rs. 3,591.92 Lacs as against the total income of Rs. 3,082.23 Lacs for the previous year ended 31st March 2017.

The Company has earned a Net Profit after Tax of Rs. 463.37 Lacs for the year under review as compared to Net Profit of Rs. 229.94 Lacs in the previous year.

3. Nature of Business

Banking Transaction Processing Services,

Payment Banks

IT and IT Enabled Services

Document Management Services,

Telecommunication, Internet Service Provider

4. Change in the nature of business

During the year the Company has not changed its business.

5. Dividend

Your Directors are having a view of conserving the resources of company, and for that reason the directors are not recommending any dividend.

6. Reserves

The Board of the Company has decided to carry Rs. 6730.66 Lacs to the Reserves of the Company.

7. Finance

Cash and cash equivalents as at March 31, 2018 were Rs 92.41 Lacs. The Company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

The Authorized share capital of the Company is Rs. 130,000,000/-(having Equity Shares of 13,000,000 divided into Rs. 10/- each). Further, the Paid up Capital of the Company is Rs. 125,020,000/- (having Equity Shares of 12,502,000 divided into Rs. 10/- each).

9. Meetings

During the year Eight Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The dates on which the Board Meetings were held are as follows:

Sr. No.	Date of Meeting	Sr. No.	Date of Meeting
1	April 1, 2017	5	August 4, 2017
2	April 7, 2017	6	November 11, 2017
3	May 27, 2017	7	January 5, 2018
4	June 19, 2017	8	February 15, 2018

10. Details of Directors or Key Managerial Personnel Appointed or Resigned During the Year or Retirement by Rotation

Following Directors were appointed and resigned during the financial year 2017-2018

Sr. No.	Name of the Directors	Date of Appointments	Date of Resignation
1.	CA Ajit Gyanchand Jain	June 19,2017	-
2.	Mr. Jayesh Kanhaiyalal Jain	February 15,2018	-
3.	Mrs. Anju Pravinkumar Deora	-	February 15,2018

During the financial year 2017-2018 following Key Managerial Personnel resigned.

Sr. No.	Name of the KMP	Date of Resignation
1.	Ms. Stuti Kinariwala	February 15, 2018
	Company Secretary &
	Compliance Officer

11. Details of Remuneration to Directors

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Statement on the declaration by Independent Directors pursuant to section 149(6) of the Act.

The Company has recieved declaration from all independent directors of the company to the effect that they meet criteria of independence as stipulated under section 149(7) of the Act and applicable regulations of LODR.

13. Annual Evaluation of the Board

Pursuant to the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship and Nomination & Remuneration Committees.

14. Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name	Position in Category Committee
CA Siddharth Sampatji Dugar	Chairman	Independent Director
CA Ajit Gyanchand Jain	Member	Non Executive Director
Mrs.Bhoomika Aditya Gupta	Member	Independent Director
Mrs.Anshu Anand Chaudhary	Member	Independent Director

15. Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under Companies Act, 2013.

The Composition of the Committee is as under:

Name	Position in Committee
Mrs. Sarita Neeraj Aggarwal	Chairman	Non Executive Director
CA Ajit Gyanchand Jain	Member	Non Executive Director
CA Siddharth Sampatji Dugar	Member	Independent Director
Mrs. Bhoomika Aditya Gupta	Member	Independent Director

16. Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”).

The Composition of the Committee is as under:

Name	Position in Category Committee
CA Ajit Gyanchand Jain	Chairman	Non Executive Director
Mrs. Sarita Neeraj Aggarwal	Member	Non Executive Director
Mrs. Poonam S. Agrawal	Member	Executive Director
Mrs. Bhoomika Aditya Gupta	Member	Independent Director

17. Auditors:

Statutory Auditors

M/s. Deora Maheshwari & Co., Chartered Accountants, Ahmedabad, Firm Registration Number 123009W, Reappointed as Statutory Auditors of the Company to hold office until the conclusion of the upcoming Annual General Meeting, subject to ratification of the appointment by the Members of the Company at every Annual General Meeting as per the provisions of the Companies Act, 2013 till the conclusion of forth coming Annual General Meeting of the Company.

Secretarial Auditor

A Secretarial Audit Report given by KGS &Co, Company Secretaries is annexed with the report. The report is self-explanatory and do not call for any further comments.

18. Details of Subsidiaries Joint Venture or Associates

The Company has following subsidiaries & associates which are as follows;

1. Airan Network Private Limited. (Associate)

2. Airan Global Private Limited. (Subsidiary)

3. Airan Singapore Private Limited. (Subsidiary)

4. CQub Infosystems Private Limited. (Subsidiary)

19. Group Entities

Below mention are the details of Companies/Entities promoted by the promoters of our Company. No equity shares of our Group Companies are listed on any stock exchange and they have not made any public or rights issue of securities in the preceding three years.

Our Group Entities include:

1. Airan Network Private Limited.

2. Airan Global Private Limited.

3. Airan Singapore Private Limited.

4. CQub Infosystems Private Limited.

20. Details of significant and material orders passed by the regulators or courts or tribunals.

There were no such orders passed.

21. Deposits from Public

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

22. Particulars of Contracts or Arrangements with Related Parties:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is not required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes tothe Financial Statements.

23. Particulars of Employees

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors’ Report.

24. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31st March, 2018 to the date of signing of the Director’s Report.

25. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

26. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Emerge-the SME Growth Platform of National Stock Exchange at Mumbai. The Company confirmed it has paid Annual Listing Fees due to the National Stock Exchange for the year 2018-19.

27. Corporate Governance.

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available in annual report.

28. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from time to time, are in force by the Company.

29. Depository System

As the Members are aware, your Company’s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE645W01018.

30. Extract of Annual Return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed in Annual Report.

31. Directors’ Responsibility Statement

Pursuant to the Provisions of Section 134 of the Companies Act, 2013, the Director’s states that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2018 and Statement of Profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is disclosed separately in the current Annual Report.

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.

The Company is associated with Service industry so there was no such electricity consumption. The Company has taken due care for technology absorption.

Further there were no foriegn exchange earnings & outgo during the year.

34. Acknowledgments

The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power Utilities, Regulators, Customers, Vendors and Members for their continued support to the Company.

Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the employees at all levels and all other associated with the Company.

Date: June 23, 2018

Place: Ahmedabad

Sandeepkumar V. Agrawal Poonam S. Agrawal

Managing Director Executive Director

DIN:02566480 DIN:01712128